Legal Conversion Certificate

LEGAL CONVERSION CERTIFICATE

This Legal Conversion Certificate (the Certificate) is executed as of Effective Date: by Converting Entity Name: , a Entity Type: Corporation LLC Partnership organized under the laws of , with principal office at ; and Receiving Entity Name: , a Entity Type: Corporation LLC Partnership organized under the laws of , with principal office at .

RECITALS

WHEREAS, the board of managers or directors and, where required, the members or shareholders of the Converting Entity have approved a plan of conversion (the Plan of Conversion) providing for the conversion of the Converting Entity into the form of the Receiving Entity in the manner described below; and

WHEREAS, the Plan of Conversion was adopted on pursuant to the applicable statute of conversion in the jurisdiction of organization and specifies the terms, consideration and effective mechanism of conversion; and

WHEREAS, the parties desire to set forth in this Certificate the matters required by law and to certify that all conditions precedent to the conversion have been duly satisfied or waived in accordance with the Plan of Conversion and applicable law.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS

Capitalized terms used in this Certificate and not otherwise defined have the meanings set forth in the Plan of Conversion. For purposes of this Certificate, "Effective Date" means the date specified in Section 2 below.

2. CERTIFICATION OF CONVERSION

The Converting Entity hereby certifies that the Plan of Conversion was duly authorized in all respects, that all statutory requirements and the requirements of the governing organizational documents have been satisfied, and that the conversion described in the Plan of Conversion has been effected in accordance with applicable law. The Converting Entity further certifies that the following particulars relating to the conversion are true and correct:

(a) Conversion Effective Date: .

(b) Conversion Reference or File Number (if any): .

(c) Name of Receiving Entity following Conversion: .

3. EFFECT OF CONVERSION

On the Effective Date, all rights, privileges, immunities, powers and franchises of the Converting Entity vested in the Receiving Entity by operation of law. The Receiving Entity succeeds to all liabilities, obligations and duties of the Converting Entity as provided in the Plan of Conversion and applicable law.

4. CONSIDERATION; CAPITALIZATION

The consideration, treatment of outstanding membership interests, shares or partnership interests, and any resulting changes to capitalization are set forth in the Plan of Conversion. Summary of consideration to be issued or paid:

Adjustments to capitalization, if any, will be recorded in the books and records of the Receiving Entity and evidenced by appropriate certificates or ledgers.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other party as follows:

(a) Corporate Power and Authority. Such party has full corporate or organizational power and authority to execute, deliver and perform this Certificate and to consummate the transactions contemplated hereby.

(b) No Violation. The execution and delivery of this Certificate and the performance of the transactions contemplated hereby do not and will not (i) violate any provision of its organizational documents, (ii) contravene any material agreement to which it is a party, or (iii) constitute a default under any material indenture, loan agreement or other material obligation.

(c) Authority for Conversion. All corporate, partnership or member approvals required by applicable law and the organizational documents to effect the Plan of Conversion have been obtained. Evidence of board or member approval is described as follows:

Board or Member Resolution Date: ; Resolution Reference: .

6. TAX MATTERS

Each party shall prepare and file all federal, state and local tax returns and reports necessary to reflect the conversion, and shall cooperate to ensure that the tax consequences of the conversion are administered in accordance with law. For tax reporting, each party's taxpayer identification number is:

Converting Entity TIN/EIN: ; Receiving Entity TIN/EIN:

7. FILINGS AND RECORDS

The parties shall cause all filings required by the jurisdiction of conversion and any applicable foreign jurisdictions to be made promptly. Evidence of filings shall be maintained in the records of the Receiving Entity and copies provided to the Converting Entity upon request. Filed instruments include:

8. NOTICES

Notices to Converting Entity:

Notices to Receiving Entity:

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

9. AMENDMENT; WAIVER

This Certificate may be amended, modified or supplemented only by a written instrument signed by each party hereto. No failure or delay by any party in exercising any right under this Certificate will operate as a waiver of that right.

10. GOVERNING LAW

This Certificate will be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of law principles.

11. ENTIRE AGREEMENT

This Certificate, together with the Plan of Conversion, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, among the parties with respect to such subject matter.

12. SEVERABILITY

If any provision of this Certificate is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Certificate may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

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